Northfield Bancorp (NFBK) EVP Fasanella sells shares to cover tax from awards

Rhea-AI Filing Summary

Northfield Bancorp, Inc. executive vice president David Fasanella reported small stock sales to cover taxes tied to equity compensation. On January 27, 2026, he disposed of 893 shares of common stock at $11.99 per share, and on January 29, 2026 he disposed of 453 shares at $12.15 per share. A footnote states these transactions represent shares sold to satisfy tax obligations from an exercise of stock appreciation rights.

After these transactions, Fasanella directly owned 49,924 common shares. He also indirectly held 4,000 shares through a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares through a 401(k), reflecting ongoing equity alignment with the company.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fasanella David

(Last) (First) (Middle)

581 MAIN STREET, SUITE 810

(Street)

WOODBRIDGE NJ 07095

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northfield Bancorp, Inc. [ NFBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		F		893(1)	D	$11.99	50,377	D
Common Stock	01/29/2026		F		453(1)	D	$12.15	49,924	D
Common Stock								4,000	I	Roth IRA
Common Stock								8,106.53(2)	I	ESOP
Common Stock								2,340.02(2)	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares sold by the Reporting Person to satisfy tax obligations in connection with an exercise of stock appreciation rights.

2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	/s/ William R. Jacobs, pursuant to Power of Attorney	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NFBK executive David Fasanella report?

David Fasanella reported selling Northfield Bancorp common stock in two small transactions to cover tax obligations from stock appreciation rights. He disposed of 893 shares at $11.99 on January 27, 2026, and 453 shares at $12.15 on January 29, 2026.

Why did NFBK EVP David Fasanella sell shares in January 2026?

The filing states the shares were sold to satisfy tax obligations arising from an exercise of stock appreciation rights. This indicates the transactions were tax-related, rather than discretionary portfolio changes, and are commonly seen when equity awards vest or are exercised.

How many NFBK shares does David Fasanella own after the reported sales?

Following the reported tax-related sales, David Fasanella directly owned 49,924 Northfield Bancorp common shares. He also indirectly held 4,000 shares in a Roth IRA, 8,106.53 shares through an ESOP, and 2,340.02 shares in a 401(k) plan.

What were the prices of NFBK shares sold by David Fasanella?

The reported transactions show sales of Northfield Bancorp common stock at two prices. He sold 893 shares at $11.99 per share on January 27, 2026, and 453 shares at $12.15 per share on January 29, 2026, both coded as tax-related transactions.

What do the indirect NFBK holdings of David Fasanella include?

In addition to directly held shares, David Fasanella’s indirect Northfield Bancorp holdings include 4,000 shares in a Roth IRA, 8,106.53 shares through an employee stock ownership plan, and 2,340.02 shares in a 401(k), reflecting retirement and employee benefit plan ownership.

What does transaction code F mean in the NFBK Form 4 filing?

In this Form 4, transactions marked with code F are described in the footnote as shares sold by the reporting person to satisfy tax obligations connected to an exercise of stock appreciation rights, rather than open-market discretionary sales for investment purposes.